Confessions of a Survivor
by Lady Shockbox
Summary: Sequel to "Demotion of the Letter X" - Years after he was rescued, the feelings Sideways has for Soundwave reaches a breaking point. Now something prompts Sideways to confess to his long time friend that he's in love with him. Oneshot. Slash. Cybertron


Did I ever mention the same bunny that mauled me when I was writing _"Demotion of the Letter X"_ had an evil twin? I had this story planned out since eighth grade and had most of it already written too, but the file managed to get itself very effectively lost on my computer. Two years later today, I finally managed to find this little sucker lurking around in my documents. After some tweaking, I finally finished it. Although I think it feels rushed around the middle too much for my liking. Soundwave/Sideways fluff lays ahead, so slash dodgers beware. If you _do_ like slash, welcome to the club. Make yourself at home and have a free cookie.

* * *

**All my agony fades away when you hold me in your embrace**

**Make my heart a better place, give me something I can believe**

**Save me from my fear, don't turn me down**

**Make my heart a better place**

_All I Need_ - Within Temptation

**i**

Sideways was confused.

It was not a new feeling for the orange and black flier, but and irritating one nevertheless. All the while, Sideways sat motionless while Soundwave applied a new coat of paint to his armor plating, brushing the stylus against Sideways' shoulder guard with gentle and intense precision. Sideways had originally insisted the bigger mech not waste his time with his already scruffy appearance seeing as they could be doing more useful things such as planning for their assault on Gigancion when the time came right, but Soundwave persisted wanting to pamper Sideways in a fashion he sometimes did with Laserbeak. The wash rack in their hideout had malfunctioned earlier in the week and, while Soundwave more easily able to compensate by waxing to keep clean, Sideways did not have a way to keep himself looking moderately presentable. That was why Soundwave originally approached him with a wax bottle and buffing cloth in hand. Had his faceplate not hid it, Sideways imagined the ex-general would have been grinning insanely out of mirth alone.

Sideways was surprised when Soundwave brought out the gold paint, though. And thus the confusion ensured.

While he was a soldier back on X, the squadron leaders prohibited grunts from getting new paintjobs that consisted anything other than a standard black and orange. Who was painted what color was necessary to prevent any false identification between soldiers and other members of X. It signaled that, if someone was injured, the damaged warriors with the royal and expensive colors would be repaired first. Granted, someone who had those luxurious hues in their paintjob was obviously more important then someone with cheap black paints.

Soundwave finished up with the first coat and went to apply more paint elsewhere, dipping the brush in the small bucket of glaze and bringing it back up to the right side of his companion's helm. The larger mech being this close to Sideways was nerve wracking and the black flier almost lost his cool twice. The feel of the brush strokes on his helm were relaxing admittedly so, but the mech beside him killed that particular mood. Not that Sideways did not want Soundwave this close to him - in all honesty, he absolutely _loved_ it - but the mere presence of his friend still made the ebony jet tense. For what reason precisely, Sideways was unsure.

Soundwave had apparently been taking notice his partner's anxious behavior and paused mid-stroke, looking down at the smaller mech with his bright blue optics brightening behind the glass of his visor. "What's up with you lately?"

Sideways jumped slightly. "Huh?"

Soundwave sighed, put the brush down, and put a hand on the other mech's shoulder. The larger mech's skilled fingers ran over his black armor in a comforting gesture and Sideways' air intakes caught in his chest. He hoped with an unreal amount of desperation that Soundwave did not pick up on the noise. The other mech leaned over to get a closer look at Sideways' face. "You're been on mute for a good while and you seem…" He trailed off as if unsure how to finish. After a brief moment of uncertain pause, he shook his head dismissively. "I dunno. You seem uneasy."

It was one of the few times Soundwave avoided using as much slang as he did. Occasionally, when Sideways first met the once X general, Soundwave had talked with so many ghetto terms to Sideways that he often found himself asking the blue mech to stop and repeat himself. Soundwave _was_ getting better with understanding what the smaller mech could and could not understand because of his persistent vocabulary glitch, and it was usually much easier for Sideways to understand every word his friend said. Considering the circumstances however, Sideways could not immediately respond, and it had nothing to do with comprehension.

The way Soundwave had his hand pressed against him was like the sweet _Allspark_. He registered that his neutral and sensory net tingled the way they did with their energy fields touching each other barley. Primus, how he would give for Soundwave to just pin him down by the shoulders with the same touch he had on his shoulder now…

Sideways nearly jumped again at the thought. Fortunately for him, along with the paint can and Soundwave sitting up right behind him with his chest brushing the top of his back lightly, he managed to only slightly twitch instead. Either way however, Soundwave noticed the jerky movement and shook his companion lightly.

"Yo, anyone home? Sides, snap _out of it._" His voice was sterner now, his military-like composition shining though his voice more thoroughly than before. He was not a general anymore per say, but he could still use his war academy voice to get anyone's attention regardless.

It worked for sure. It was not Soundwave's fault and of course, but Sideways had become afraid of that voice when the commanding officer in his quadrant had used that tone after beating him senseless for something he could not remember. He had been left bleeding and only semi-unconscious after the turmoil. He had feared that tone ever sense as a result of the torment.

Sideways returned back to reality somewhat. "What?"

Soundwave must have noticed the sense of fear coming off the black flier and he altered the tone of his voice so that it sounded much more welcoming again. "I asked you a question. Are you or are you _not_ okay? You look like you're of whack."

Sideways managed to turn his head slightly toward his comrade, his orange optics dull behind his visor. Soundwave's face was dangerously close to his own now. The orange eyed mech could not tell weather his spark rate increased or decreased but, either way, there was something in him that begged his physical self to get even closer to the navy mech. He tried to ignore it as best he could and, thankfully, it had worked somewhat. It had not stopped him from stuttering though. "Y-yeah… I-I'm fine…"

Soundwave's visor lightened and dimmed in a blink of sorts. "You sure? I mean, the track's skipping around…" Soundwave stopped himself there and let his right wing twitch in agitation for not remembering to word his vocabulary correctly. "You just… never mind." Soundwave sighed and let go of the smaller mech, sitting up fully and rubbing his temples with the same dark hand that had Sideways in its grasp moments beforehand.

The feeling of Soundwave not touching him made Sideways' sensory net protest angrily. Sideways felt his body shudder as the not-so-alien urge to just grab Soundwave and pull him close to his hungry body nearly overtook him. Soundwave picked up the paintbrush again and dipped it in the paint bucket, bringing the fresh brush up to Sideways' helmet. Before Soundwave could even as much as stroke the fresh new coat on, Sideways interrupted him.

"Sound…" he quietly began. Soundwave dropped his hand with the brush slightly and tilted his head. Sideways felt his spark beat go irregular before continuing on. "Why… why are you going through with this? I mean, why waste your time with giving me some gold in my color scheme?"

Soundwave cocked his head again behind the other mech, this time at a slightly greater angle than before. Sideways could not see him fully but he knew Soundwave cocked his head. The blue jet always had the habit of doing that whenever Sideways asked something the other thought was an odd question or something he did not understand. He quickly recovered however and shook his head, resuming his task. "We're the only two real members of X left… well, y'know, excluding Laserbeak. There's no X anymore and no official ranking system. Besides…" He trailed off abruptly for reasons unknown before resuming. "I guess you've put up with enough slag that you deserve it. Dig that?"

Soundwave resumed his task and Sideways stayed quiet for the rest of the time, still tense with Soundwave as close as he was. It was only when he finished that Soundwave had let him get up from his seat and to the far side of the room that housed a shattered, broken mirror Soundwave had found rummaging through the older Gigancion cities. It was then Sideways was able to see his reflection and awe at his new appearance. He looked so _high _ranking_… _brilliant gold highlights covered where some dull black had once been and he thought he looked like he could have been a general himself aside from the fact he had no skills concerning the task. When Soundwave asked him how he liked it…

"I _love_ it," Sideways gasped after Soundwave had the gold paint away in a storage compartment. Sideways awed at himself a moment longer before turning to Soundwave again. The mech was behind him now with, what Sideways could imagine, a huge grin plastered behind his mask. "Thank you."

Soundwave waved him off, a dark hand gesturing him in some unseen pattern not to bother with thanks. "No prob, brother. Anyone who survived X ought to have some royal treatment," the older mech said with a chortle.

And Soundwave did it for _him_.

**ii**

But he was still confused. Even stellar cycles later, he was _still_.

Sideways glanced up at the blue and white mech as he typed something on the computer console's keyboard. The same said mech cursed quietly as something showed up on the computer - a mild monitoring failure most likely, nothing serious - and he typed in several other codes in an attempt to correct the error. Soundwave had not changed much over the years and he still looked just as incredible to Sideways as he did when the older mech first saved him from X's rubble. Dark blue hues mixed with white-silver and dashes of black and gold, in comparison to all the other mechs he had met while working as a spy among Megatron's crew, Soundwave was one of the better looking Transformers he had ever seen. This came with his origins of course - he had been transferred to the high ranking general body after he was promoted from being a grunt soldier on X - but the fact his paintjob and several of his body modifications were custom added to the aesthetic appeal Soundwave had over Sideways.

Even while he was not talking to Sideways, Soundwave _still_ had the younger mech's full attention. Simply because Sideways found himself falling head over heels for the other X survivor.

_"Laserbeak knows it too,"_ the black and orange plated flier thought to himself with a mental huff. _"The damn bird always glares at me when I look at Soundwave like this." _

True to word, Laserbeak _was_ glaring. Whether or not Soundwave was taking notice, Sideways presumed it to be the earlier.

Sideways, Soundwave, and Laserbeak had lived in the abandoned cities of Gigancion for quite sometime after X's destruction before rumor had it that the Omega Lock and Cyber Planet Keys could be used to destroy Gigancion. With a possible method to get revenge, the three of them had abandoned their hideout several layers beneath Gigancion's currently populated level temporarily to find the ancient artifacts. Now that the race to find the last key had taken them back to Gigancion, the three warriors found and reestablished themselves at their old base underground. Until they could destroy the planet responsible for the death of their world at least.

Getting their hideout back in working order after being abandoned for so long was a different story however and, while Soundwave worked on trying to get some security systems in place, Laserbeak sat perched on the top of the console monitor glaring at Sideways. The younger warrior sat on a makeshift table - one that Sideways was currently using as a bench while he watched Soundwave work - and it was obvious that Laserbeak was indeed staring him down when Sideways realized the hawk had not moved for over thirty or so cycles. The mechanical creature's sharp, scarlet eyes bore hard into Sideways' form and the black mech had to use all his willpower to keep himself from asking Laserbeak to scram. If he did, Soundwave would realize that Sideways was uncomfortable with the falcon glaring him down and ask why. Sideways would get nervous with the address, stutter maybe, and that would be where Soundwave would press for information.

If he tried to get Sideways to tell him the truth, Sideways was not sure if he would be able to keep from admitting his crush on the other flier.

Soundwave cursed, his droning equally musical voice breaking the silence. "This beat is completely out of whack. Gonna have to start from scratch if we want to get this tune playing sooner than later…" He trailed off, entered another code on the keypad, and the console bleeped at him annoyingly. Soundwave muttered darkly before turning to his left and walking away. "I'm gonna get something to clean the tracks with. Stay tuned, Sideways."

"Are you _sure_ you don't me to do anything?" Sideways asked just barley keeping desperation out of his voice. "The entrance could probably use a password debug. That way we wouldn't have to worry about intruders."

Soundwave stopped short of leaving the room. "You're still scratched up from the Autobots jumping you outside the _Atlantis_. Better keep it on hold so you can rest up."

Sideways tried to sound persuasive. "It's not like I'm being useful here."

"You'd be surprised," Soundwave said with a warm chortle. He turned away and walked into the other room.

Laserbeak watched his master leave before turning his head back around to glare at Sideways again. The condor looked like a gargoyle from his perch. His slanted, rose hued optics brightened somewhat and he gave a crooning caw.

Sideways raised his arms in exasperation, his voice straining from frustration. "What do you _want_ from me, bird-brain?"

Pain exploded up his sides when he lifted his arms.

With a biting hiss, the ebony hued flier muted his vocalizer to keep from crying out. The damage he had sustained from the Autobots was not extensive, no - the only wound that was visible not having to do with pulled wires was the burn on his right hip - but it was enough that it left Sideways in pain if he moved too much. That was why Soundwave did not want him up and moving about to help with the renovations that needed to be done on their base. Wrapping his arms around his frame in an attempt to make the throbbing ache in his whole body regulate itself, Sideways winced and tried to manage his pain in case Soundwave walked back in.

As if to answer his earlier question, Laserbeak cawed and ruffled his wings against his body.

"Oh, like _that_ was a legit answer," Sideways murmured with a growl. His grit his dentals behind his facemask and tried to get back sitting in an upright position. Maybe it was for the best that Soundwave was making him stay put. Better to do that than collapsing in the hallway and giving the ex-general _more_ to worry about. When he managed to sit upright, he looked back in Laserbeak's direction to see that the bird was running his beak over his wing. Good. Maybe he would stop glaring for once…

The hope was short lived. Laserbeak turned away from his grooming a moment later and he resumed his harsh staring. Sideways groaned, although he recalled the time that Laserbeak did not _always_ hate him as much as he seemingly did now. When Sideways had first been rescued from X's rubble by Soundwave, Laserbeak would frequent himself by staying by Sideways' side while the young X grunt was recovering from his injuries sustained in the explosion. Once Sideways was able to stand on his two feet again, Laserbeak fluttered about behind him everywhere just as often as the hawk did for Soundwave. It was cute, but Sideways was more intimidated when Laserbeak once perched on his shoulder and nuzzled him almost lovingly. As a low ranked soldier in X's military, it was _unheard of_ for grunts to even come into even _minor_ contact with bird drones. The mechanical condors belonged to high ranking officials, so any interaction between the hawks and the grunts was legally punishable by standard law. Soundwave did not mind, though. When he came around the corner that one day and saw Laserbeak trying to jump onto one of Sideways' horns, the ex-general laughed like it was the funniest thing in the world. "Weird," he said when he caught his breath afterward. "I've never seen him play that tune before. He usually doesn't like other people's covers. He must like the mix you're playing though."

_Seemingly_ at least. After time went on and Sideways found himself more and more attracted to Soundwave, Laserbeak started to get antsy around him. He would glare, caw menacingly, and once he even whacked Sideways up the side of the head with his wing hard enough to nearly shatter his mask glass. Soundwave had helped him fix it of course, but Sideways could not help wondering why the bird seemed to suddenly hate him.

Then it dawned on him that he might have been jealous. It made perfect sense.

"I'm back to check out the final mix," Soundwave said. Breaking the silence, Sideways turned his head away from watching Laserbeak to see the larger mech walking back into the room holding several crates in hand. As if there weren't enough of them around their base. There was barley enough room in their makeshift bridge with the boxes stacked around them in piles that were sometimes tall enough to go right up to the ceiling. The ones the ex-general was carrying, Sideways presumed, had tools inside them that the navy mech could use to repair the ancient monitor.

Laserbeak cawed at his master. As soon as Soundwave was standing back in front of the monitor, he set the boxes down and reached a hand up to rub the top of his minion's head. Laserbeak crooned lovingly and jumped off his perch so he could waddle up his master's arm to sit on his shoulder. Soundwave laughed and reached his hand up to rub the underside of the black condor's beak. Deep down, part of Sideways wished he was in the hawk's position.

The thought made Sideways desperately want to leave the room to clear his obscured thoughts. "Are you _absolutely_ sure there's nothing I can do?"

"You want a percentage, or should I crank up my tunes and play something that'll make you keep cool?"

Soundwave had hundreds of pre-programmed beats inside his built in radio, though it was a common fact to Sideways that _none_ of them were relaxing. Instead, Sideways settled for the earlier offer. "Percentage."

Soundwave sighed and looked up at the ceiling like he was bored. "One hundred percent."

"That's a little unrealistic."

"Ninety-nine point nine percent then," he said to correct himself. He looked back across the room at Sideways past the hawk perched on his shoulder guard. Laserbeak was not glaring at him, but Sideways imagined the bird would have been if Soundwave was not there. Regardless, the way the ex-general's visor brightened was an indication that he was smiling behind his faceplate. "Just chill and lay back, will ya?"

"Easier said than done," Sideways said softly. He sat up and tried to relax. It did not work.

Soundwave turned away from him to go back to work, kneeling and trying to pry open the bottom of the console's paneling open so he could have a look inside. Whereas an average mech would have needed a crowbar or cutting laser to pull the feat, Soundwave was able to pry the metal open with his bare _hands_. Sideways had learned first hand how strong Soundwave was and it was a foolish idiocy for someone on the battle field not to acknowledge that. If they did not, it was their funeral. After they had known each other for sometime, Soundwave had openly admitted that he had killed several Transformers during his lifetime with his hands alone. As a general and an ex-grunt, it was expected of him. He was able to tear the chest plates of countless robots right open to expose their pulsating sparks before he crushed them. He took no pride in his kills - he hated being forced to kill in general - but there were days that Sideways found himself wanting to be at the mercy of those same hands, and not in a violent manner.

Especially if they were over his _own_ spark.

Sideways had jumped in his seat thinking what he had and it was loud enough to alert Soundwave. The navy and gold flier whipped his head around to face his partner. "Sideways?"

His voice was something else. It was strange the way it issued forth from his vocalizer, Sideways would freely admit _that_ much, but it was unique in such a fashion that left Sideways addicted to its drone. Soundwave claimed that his creator had spoken the same way being as uneducated as he was and he had programmed Soundwave with the same vocal patterns. Soundwave freely admitted that he despised it deeply, but Sideways adored it.

"I'm fine," the darker warrior quickly stammered after realizing that he had not immediately replied. "I just spooked myself is all."

That was a believable statement thankfully, seeing as Sideways _would_ occasionally spook himself. Soundwave watched him for a moment longer, his visor darkening somewhat with worry, before he wordlessly turned away to continue trying to repair the monitor. His majestic wings swept upward in a royal sort of fashion that left Sideways ogling at them. They were not scrawny like his own puny ones and, while many claimed _Starscream_ was impressive in his own right, the young X survivor found himself willingly admitting that the overly ambitious Decepticon Seeker had nothing in regards to impressiveness when it came to wingspan. While Starscream was larger in body mass, his wings were miniscule in comparison to Soundwave. It was for that reason that Sideways thought the ex-general was superior in comparison to Starscream. While the violet eyed Decepticon had tried to cruelly flirt with Sideways for his own enjoyment too, Sideways found that he never gave in because he was far too in love with Soundwave.

Speaking of wings, Laserbeak suddenly flapped them with enough force to slap Soundwave upside the head _hard_.

The ex-general cursed loudly, dropping the tool he had been using, and Laserbeak suddenly wigged out. Squawking and flapping, the bird abruptly leapt off his master's shoulder and lashed his claws out to rake them over the futuristic jet's helmet. The sound produced was audio splitting. Sideways nearly jumped out of his casing seeing the abrupt movement and he regretted moving at all when pain erupted up his sides and torso. With a shriek, he doubled over in agony just as Laserbeak flew high enough to whack himself against the light fixture. Ancient enough as it was already, the fluorescent bulb inside giving the room light smashed and everything went dark. Now the only light illuminating the room came from the ghostly monitor. Soundwave leapt to his feet and cursed when Laserbeak flew over his head to clumsily land on top of the console.

The bird turned around in place and ruffled his wings. He sat there and acted as if nothing had happened.

"What the _slag?_" Soundwave hissed. His trademark style of talking was nowhere in the phrase he used and he pressed his right hand up to the side of his helmet where his condor companion had damaged it. With a snarl, he reached his other hand out to the wall next to him to feel for the light switch. Finding it, he hit it and the light did not come on. He cursed again, this time using a filthier phrase, and he glared hard at Laserbeak. "What was _that_ beat for?"

"Are you alright?" Sideways managed to wheeze through his pain. He had not meant to talk of course - that would only inevitably draw attention to himself - and he instantly regretted speaking at all when Soundwave turned to look at him.

The other's mech's visor brightened with immediate concern. "Sideways? Yo, what's wrong?"

"I pulled something again, that's all," Sideways hastily said. If he could make himself sound convincing, maybe Soundwave would not come over to make sure he really _was_ alright. If Soundwave did decide to look him over for damage, it meant being close to one another. If Soundwave was close to him, Sideways knew damn well that he would not be able to keep himself from panicking. Then, if he panicked, Soundwave would ask him why he was so nervous. That posed a risk to Sideways, mostly concerning that the young black and orange soldier was not sure if he would be able to keep from admit his attraction for Soundwave or not.

That would be a bad thing. Luck was not anywhere on Sideways' side unfortunately.

The navy ex-general crossed the dark room and his shadow cast by the monitor threw itself over Sideways. With a meek flinch, Sideways tried to keep himself from trembling when the larger mech approached. It only half worked. He could not keep himself from shuddering when the older mech knelt down beside him with all the grace that Sideways lacked. Soundwave was not looking him in the eye but he was still watching him all the same. "Lift your arms as high as they go."

Sideways slowly did. His sides burned with pain before he reached the sixty degree point and he started to drop his arms back down in response.

Soundwave stopped him. "Hold it."

Like an obedient dog, Sideways did. It was an automatic thing that he obeyed and he had to suppress the urge to shy away when Soundwave tentatively reached out to run his talented fingertips over the dark plating. Their energy fields touched and Sideways had to use all his control to keep himself from shaking. Soundwave did not seem to notice. Instead, he kept gently prodding the younger soldier's side to feel for the damage underneath the armored surface.

Holding his arms up was beginning to tire the mechanics there. Almost as if it were in slow motion, Sideways hesitantly lowered them and placed his hands lightly on Soundwave's shoulders. His spark flared hard in his chest out of nervousness and hesitation. Again, Soundwave did not react. He paused examining Sideways for a moment before continuing upward.

The ex-general's hands trailed up far enough so that they rested over Sideways' alternate mode cockpit - right where his spark was - and Sideways could not stop his own reaction.

With a squeaking noise that had no dignifying factors behind it whatsoever, Sideways pushed himself away from Soundwave and scooted back as far as he could on the low bench he was seated on. The metal groaned under his weight and his air intakes raced a mile a cycle. His optics were just as wide as Soundwave's were behind his mask.

Soundwave's visor brightened in surprise. "Sideways! What skipped on the tracks? Did I hurt-?"

"I-I'm fine," Sideways stuttered in rising panic. "You just hit a bad c-cable is all. I'm f-fine now, see?"

But Soundwave was not buying any of it. The larger mech quickly stood and looked ready to approach as if to assess the damage.

Sideways tried to scoot away further in his seat suddenly finding himself momentarily terrified. The attempt proved itself to be impossible. If he backed away any further, he would fall right off the bench and hurt himself even more than he already was. Soundwave's shadow stretched over him like a long veil of black fabric but, regardless, something in the far back of Sideways' core consciousness did not _mind_ that. A part of him actually liked and wanted it because it felt more protecting than threatening.

Looking alarmed, Soundwave saw how terror stricken Sideways looked and he held his hands up in a non-threatening manner. "Yo, Sideways, what's wrong? Chill and just kick back for a nano…" His own voice sounded like it was on the verge of quavering. Sideways figured it was probably because he was acting so erratically.

Laserbeak cawed from his perch on the monitor. Neither of them paid any heed.

Sideways managed to keep his chest from heaving with his hyperventilating. "N-nothing! I just…" He managed to catch his breath and he spent half a cycle trying to regulate his intakes. He did eventually, and that was when he continued. "I just felt claustrophobic, that's all. I didn't mean to flip my lid like that, Soundwave."

Soundwave watched him intently for a moment. Sideways could not stop himself from shuddering under the ex-general's gaze and that was when the navy and gold flier caught on that Sideways was not telling the truth. "Don't try to skip around the downbeat like that, Sideways. I can tell there's something skipping on your tracks and I…" He trailed off, seeming to not know what to say. "I dunno. I'm just hoping that you'll trust me enough to say what it is."

Sideways felt his words catch in his throat. "Sound, I… I just…"

The other jet slowly pivoted his body somewhat so that he could sit on the bench angled towards Sideways. The orange and black mech squeaked nervously._ "Please," _Soundwave said, almost begged. He was leaning forward more now, grasping Sideways' hand in his free one. "Please, just tell me what's _wrong-_"

Sideways was not sure what happened to make him react the way he did, but he had _never_ be exactly sure as to what happened. Something in his CPU gave way and he lost control of himself, the tension building up inside him and around the room reaching a high climax and snapping like a twig. In a swift movement of mechanical black and orange robot throwing itself into the mech across from it, Sideways pitched himself at Soundwave and pressed his faceplate up against his companion's.

Sideways' spark suddenly felt as though it was going to explode.

The force of the sudden movement and shock made Soundwave release Sideways and grab the edges of the slab he was on to prevent himself from falling over. The same slab he had repainted Sideways on. The slab groaned in gripe but still stood. As Soundwave leaned back though, Sideways came forward, pressing harder against the other's facial plate and putting a hand absently between the larger mech's slightly parted legs.

A choked sob escaped Sideways' vocalizer a painful moment later. Reality returned to him finally and, realizing what he just did and was _still_ doing, the morbid apprehension Soundwave would probably hate him now pierced his processor like a blast from a laser riffle against steel. Sideways would need to break off for an air intake, Soundwave would glare at him, and would hurriedly abandon him. Whether or not forever was something the orange eyed mech did not know. It was too early to tell. Soundwave did not move an inch since leaning back and Sideways was still face locked with him.

Soundwave lifted his arm.

Sideways did not see it of course, his optics were still offline, but he felt the movement instead. Soundwave leaned further back to the side at his right, no longer having an arm supporting him at the side, and Sideways could barley catalog Soundwave attempting to lean forward to touch him with his outstretched arm. Sideways winced and tensed. Now Soundwave was probably going to hit him to get him off instead of waiting for the moment to end. The same gentle arms that held him when they pulled him from the rubble of X were going to now strike him _down_…

Soundwave's hand slowly, yet lusciously, began to caress Sideways' left horn before slipping down to the small gap between his shoulder and neck. His fingers dipped into the small gap and began to gently pull and rub at the thin wires there, sending small pleasurable waves of electronic bliss through the smaller mech's small shoulders and back. At the mercy of his own body and unable to control himself, Sideways moaned loudly and arched his back slightly. Sideways' jet cockpit brushed against his companion's cartridge deck chest and their bodies molded together further, the steel slab they were on groaning under the pressure applied to the one end they were on. Soundwave pushed back just then however, forcing Sideways to let up as the navy and gold mech took control over the situation. He managed to bring his other arm up to stroke Sideways' back lightly, energy fields dancing with electric waves of liveliness in both fliers.

The kiss slowly broke off, Soundwave being the first to pull away so he could intake. His visor band was dull with his optics barley online and it was an indication he was in deep thought. It was an isolated case compared to what Sideways was thinking. His mind was racing madly and probably faster than that obnoxious Autobot - the name of the blue and yellow mech managed to misplace itself among the chaos going about in the black mech's conscious - when he won the blasted Speed Planet Key.

Soundwave could have knocked him away easily - Soundwave's strength was never something to underestimate - with one swing of his fist. He _could_ have. Still, he did _not_. He even kissed _back._

The awkward staring match went on for several more moments. More so, it felt like a merciless eternity for Sideways, every moment ticking by with the love of his life looking right back at him. His optics burned brightly behind his orange mask in anxiety and almost a full minute passed - Soundwave's band had returned to full lighting by this point so they were fully staring at one another - before Sideways, overcome by sheer embarrassment and worry about what was going to happen next, gulped and flinched involuntarily.

Soundwave leaned forward and caught a surprised mech's chin in his strong hand, dark digits tracing the outlines of his orange face mask and the small details of his nonexistent jaw-line. The way Soundwave's majestic wings outstretched in an impressive display of wingspan when he leaned forward towards Sideways reminded the mech of an archangel. Soundwave came forward close enough to Sideways that the smaller mech's sensory controls were begging him to pull the other mech even closer.

Soundwave's voice was barley audible, yet it was still coherent. More so, it was frighteningly serious with the slang and mismatched terms gone from his normally peppy voice. "Is that all?" He slowly leaned further forward so their faces were mere inches apart, their chests barley touching one another. "Just to kiss me?"

Sideways had to force himself from letting his basic programming get the better of him, keeping himself from throwing himself in the other mech's hold. Soundwave was not even _touching_ him the way he was before and his systems were singing with contentment. He could just barley envisage what it would feel like with the other mech actually feeling him: Dark fingers uprooting sensitive circuits, same said fingers stroking bare motherboards, bodies entwined… Soundwave still had Sideways' face cupped in his strong grip. That same grip was gentle too. If Soundwave had been upset with his partner's actions, the hold on him might have been stronger and fiercer then the gentle, inviting clasp Sideways found himself receiving.

The sudden realization Soundwave was not mad at all finally pierced Sideways' central processor and he blinked stupidly at the other mech. "Wha… Soundwave, I…"

Soundwave cut him off gently, brushing a thumb and index finger over the smaller robot's facial plates. "Love me?"

Sideways' internal processing center nearly crashed.

That was a question he thought he had never hear from _anyone_, never mind from Soundwave. Back on X when he was nothing more then a toy soldier in his squadron leader's toy box, he was the least attractive of his entire quadrant. Even though everyone on his particular team looked just like him - typical modeling for any average soldier was small with an assault jet as an alternate mode - _attractive_ and its definition went about how strong, brave, and smart one was. His weak stats, cowardly personality, and his ability to take up to five minutes processing a battle strategy that would take any other mech five seconds to process gave everyone the heads up to ignore him completely. After all, why associate yourself with someone weaker than yourself when you can hook up with a stronger, smarter, and just plain _someone_ better than a moron like Sideways?

Soundwave was everything Sideways was not. It did not matter what Sideways compared himself to in Soundwave because he knew Soundwave _always_ came out on top. Why would someone as great as that want to have anything to do with him? Soundwave could not have loved him. There was no _way_ he did. He probably just kissed back and asked if he loved him because he felt bad for his comrade. Sideways had received a lot of pity as a grunt on X.

_Gold paint… _

If Soundwave had not _really_ loved him, why would he spend his free time wanting to paint Sideways in royal colors? I had to have gone deeper than that. Sideways abruptly wished he was not as dumb as he was… royal colors meant someone was an important individual in X culture, but the problem with that was that Sideways presumed that he was not important. If he were to die, newer and more advanced soldiers would be created to take his place. Everyone would forget about him in a matter of moments.

So maybe that meant he was important to _Soundwave_.

When Sideways left the _Atlantis_ to engage the Autobots on Starscream's command, he had been easily overcome and had been ganged up on. He would have been fried too if it had not been for his steel, deep blue guardian angel. Soundwave could have let him fry - even if Sideways was shot down, the Autobots surely would not kill him - but he came to save him anyways. Even more so, Soundwave had injured himself in rescuing his partner. Soundwave had insisted the laser burn on his wing was not painful, but Sideways had found out otherwise when he saw Soundwave grab his wing and hiss in pain every so often when he thought Sideways was not looking.

Still, if Soundwave _was_ entailing what Sideways thought he was implying, disregarding the overall point Sideways was nothing more then a lower ranking mech who had a mass produced body model and Soundwave a topnotch class military commander… maybe Soundwave, against all odds, loved him too.

Days after Sideways was rescued by the older and much experienced general, even after the destruction of his and Sideways' home, he was still just as peppy and loud as he was at present. His confidant and on the whole positive personality that covered his sheer hatred for what the Giant Planet did to X, Sideways thought, was a incredible gift. The black and orange tinted mech himself was still a mental wreck of hysterical and injured mech and he was nothing compared to the older and bigger Transformer.

Although, only twice he heard Soundwave go into recharge softly crying to himself.

Sideways had barley heard the small whimpering from his comrade's quarters in their temporary hideout inside one of the abandoned, underground cities. He had almost gone off into a fit himself had it not been for worrying weather or not Soundwave would hear him. He had obviously been conscious longer then Sideways when X was terminated and had gone through much more than even the small black mech could imagine. He had only been exposed to some of the bodies… what exactly did his savior go through trudging through the wasteland of corpses that were once his fellow comrades? He had obviously been holding everything in unlike Sideways who just could not control himself from going into a sobbing, unstable pile of metallic mech. He knew he was a coward and he had proved it to a whole new level when he broke down like that when he first met Soundwave. He was scared for sure, but it had taken up to the first time he heard Soundwave cry to realize that the other mech he had become associated with was just as scared as he was.

And he was brave enough to hold it in and keep it from interfering with their future. In a sense, for Sideways, _that_ was bravery. That made Sideways only love him further.

Now, sitting where he was, gazing into his partner's immobile face, he let a shaky sigh escape him. Sideways felt all last composure slipping into the void he had growing in his everlasting doubts about giving in and telling the mech he loved that his spark was Soundwave's. He could not control it for much longer.

"Soundwave…" Sideways began slowly, voice low in an underlining terror that plagued his voice. It was now or never. He had to say it. His body shuddered when he tried to formulate the words with his vocalizer. "I… I mean…"

Soundwave noticed and, in a fluid movement as graceful as Sideways could have imagined, Soundwave pulled him close and held him, strong arms wrapping themselves around Sideways' small torso. Soundwave's talented fingers began to slowly rub circles on his upper back. "Its okay," he said just barley above a whisper. "Yes or no?"

Sideways finally caved.

Something in his CPU gave way, much like the time it did when he was rescued from his prison like cavern after being buried alive beforehand, and Sideways' gaze dropped downward before he buried his head against his counterpart's broad chest. _"Yes,"_ he whispered back just barely above an inaudible whisper.

Abruptly, a strong hand reached to clasp his chin again and Soundwave made Sideways look back up at him with a gentle grip. It was not forceful, though the movement was still stern. Sideways would have preferred not to look up into the face of the mech he admitted his love too just two clicks earlier but had no choice. His watery optics met, surprisingly, the rather expressive looking feature's of Soundwave. His optic band was bright but the optics behind them had a rather relieved look to them.

Soundwave released a sigh. "I guess we've been holding out on each other for awhile, huh?"

Sideways paused and stared back blankly at Soundwave. Did he… just _admit_…? Sideways blinked behind his face mask. His voice started to crack, seeing he was moments away from a relief induced mental breakdown. "_What?_"

Soundwave leaned in closer, faces once again inches apart. "I love ya too. Guess we're even."

Sideways, his processor unable to take the sheer amount of joy that stabbed his CPU, leaned forward and went limp in Soundwave's arms, his face buried in his chest and his body trembling intensely. "Holy fragging _Primus_…" His voice broke again and trailed off into a low sob.

Soundwave merely held him tightly, rubbing the small mech's back and rocking back and forth with the smaller than average bot in his arms. Liberation passed throughout his frame as he realized Soundwave loved him back. He felt Soundwave rest his head on his head, the larger mech holding him in a soothing gesticulation as he sat there with the dark mech in his arms.

In a slow movement, after several cycles of staying in that particular position, Soundwave managed to push Sideways off him. The other mech groaned in light censure to being pushed away and looked down avoiding his ally's gaze. Still, the larger mech managed to get Sideways looking up at him again, taking his comrade's chin in his hand again before he pressed his own mask against Sideways' own. Sideways did not move at first but, after a brief moment, gave in and kissed back. For once, he was not nervous at all about being so close to Soundwave.

It changed a moment later after Sideways unconsciously reached out to stroke a wing.

Just as soon as Sideways' fingertips stroked the deep blue metal of his companion's wing unit, Soundwave, in an impressive burst of speed, nearly jumped out of his casing. The sudden movement caused Sideways to yelp loudly in surprise and break off abruptly, inching away from Soundwave slightly. He expected to look up and see Soundwave upset with him for touching his wings, but instead his optics caught sight of a rather surprised and pleased look on his friend's features.

Sideways was the first to speak up. "Is something wrong?" he asked nervously. The other mech seemed as if he did not even hear him. Soundwave's face was downcast and his wings were rigid. Sideways did not even blink. He had to have done _something_-

Soundwave leaned forward slightly so his head was resting on Sideways' shoulder. The mech's quick movement nearly made Sideways jump in place. Sometimes he wished Soundwave would _tell_ him when he was going to move so it would not surprise him… but Soundwave was surprisingly quiet and submissive looking. His wings outstretched again slightly from their stiff position just before Sideways heard a rather quiet tone of voice emitting from Soundwave. "Put that on repeat."

Sideways looked down at the mech leaning into him. His head was buried in his left shoulder guard and Sideways found the feeling of Soundwave's head digging into the metal somewhat physically uncomfortable. Mentally was a different situation all together. The weight of Soundwave pressed against him was something he could have only dreamed of earlier in the day before anything of what was happening now even took place. Still, the mood was somewhat disrupted by Soundwave's permanent habit of using slang.

"Can I have a translation for that, or am I going to have to guess what the slag that means," Sideways asked quietly, bringing a hand up against his own will to gently stroke along the plating on Soundwave's head. Sideways did not even realize what he was doing until he finished the first stroke and brought his hand back to the top of Soundwave's helm to start another one. This time though, Soundwave's was not moving. His wings twitched once but that was all the movement that Soundwave gave off. Vocally, however, a response came a click later.

"My wings… do what you did to my wing again…" his tone was soft and almost suppliant as his wings outstretched to their furthest.

Sideways looked up at the navy blue wings and scrutinized them carefully with bright orange optics. Slowly, he outstretched an arm and, in a slow movement, traced his fingers down along the edge of the other mech's left wing unit. "You mean like-?"

Sideways was unable to finish as a rather harsh shiver racked Soundwave's body, his wings clanking noisily as they trembled in place. Soundwave evidently tried to sit still as he shifted around a bit against Sideways, causing the mech to flinch in surprise. At least he did not jump out of position this time, he thought. Sideways was about to ask if the other mech was okay had a loud, hearty moan not pierced his audios and interrupted his train of thought. It took his a moment longer through his confusion to realize his hand had clamped down tighter onto the rim of his companion's wing and was gliding down on its own, tracing over the sensitive, invisible sensory points there.

Sideways knew that a flier's wings were oversensitive, but it was harder for him to comprehend how sensitive because his weren't attached to his back. Wings on one's back had the uncanny habit of being much more sensitive because they were closer to the central processor and were often connected to the back pipe, much of the time where most of the pain processors sent messages of hurt - catastrophic like being shot through the chest or simple like a small burn - throughout the body. Since his were on his legs, the sensitivity circuit inputs took longer to reach his CPU.

Soundwave shuddered again much more violently this time in a silent message that he greatly liked what Sideways was doing to him. The black mech had never been doing anything like this with anyone before and was completely new at the task of getting Soundwave so docile. Slowly, he lifted up another hand and proceeded to do the same thing he was doing to Soundwave's other wing. His hand clamped down hard enough to get the mech he had in his grasp to groan in contentment and he traced his hand down, rubbing the outline of his partner's wing units. His hands slowly trailed off to the futuristic jet's wing edges and began to rub delicious circles on the flanks.

Soundwave moved and tensely pressed his mask against Sideways' again, this time more roughly. Sideways groaned from the pain of his injuries getting to him and Soundwave pulled away to get control of himself again. The older warrior let a low rumble issue forth from his vocalizer like a purr. "Heh. No wonder Laserbeak has been cranking up the tunes and hitting me up."

Sideways' tone of voice did not fail, but his comprehension for Soundwave's already odd vocabulary did. _"…What?"_

Soundwave laughed low, his voice a low musical gravel. "Laserbeak has been bothering me for awhile, mostly when you leave the room or something like that. He was real upset when you left to spy on the 'Cons too. He wouldn't leave me be or stop glaring for more than a beat's worth of time."

Sideways perked to attention remembering that the hawk usually did that to him. Out of the corner of his vision, he could see Laserbeak still perched on top of the computer console watching them with apparent interest. He was not glaring anymore. only merely watching.

Soundwave continued. "Right before X was blown sky high, Laserbeak and all the other birds started acting up. They knew that X was gonna go, so they all ditched the party. Laserbeak stayed with me obviously, but the birds were able to pick up on something no one else could. Lase did the same with us I guess. Ironic, huh?"

"Guess so," Sideways murmured.

"Tired?"

Sideways nodded. "So… remember when you gave me that custom paintjob?"

"Yeah?"

"Was it because you loved me?"

Soundwave did not immediately answer. Sideways looked up and caught sight of Soundwave's visor glass darkened. Obviously deep in thought, the larger and more impressive looking jet said nothing for a few moments before onlining his optics again. He blinked, letting his visor dim and return to its normal brightness afterward, before he responded. "What can I say? I said you deserved better…" Soundwave kept his arms wrapped around Sideways' smaller form before continuing in a soft croon. "…And after what you went through, I'm more than willing to give it to you."

**iii**

Laserbeak watched closely from his perch as the two sat there for quite sometime. With a satisfied chirp, the hawk ruffled his wings against his metallic hide, lowered his head so it rested on his puffed out chest, and he fell asleep sometime before Soundwave and Sideways did. The computer console finally lost power afterward and the room was dark.

And of course, even as they sat entwined on the same planet that destroyed their home after fate brought them together years earlier, it was just another confession of a survivor.

**Fin**


End file.
